ISS Launches New Equity Plan Data Verification Portal

On August 14, Institutional Shareholders Services Inc. (ISS), a leading proxy advisory firm, announced the launch of a new equity plan data verification portal for all US companies receiving proxy recommendations. The intent of this portal is to ensure that ISS’s voting recommendations for its institutional investor clients reflect the most current and accurate data, and this portal may help to alleviate concerns expressed by issuers that some past voting recommendations may not have been based upon accurate information about the equity plans. This portal follows similar recent ISS verification initiatives, including its Governance QuickScore Data Verification program and S&P 500 Draft Review process. With this portal, a US company that is submitting an equity plan proposal for approval by its shareholders will now have the opportunity to review ISS’s data and resolve any discrepancies before ISS makes its voting recommendation on the proposal. This portal will be available for any proxy statement filed after September 8, 2014, by a US company containing an equity plan proposal. Usage of this portal is optional and a US company may register with ISS here. If a company elects to participate, the following time periods have been outlined by ISS, subject to ISS caveats on meeting any specific timing:

Filing Proxy – A company must file its definitive proxy materials with the Securities and Exchange Commission at least 30 days in advance of its shareholder meeting date to participate.

Portal Opens – Within approximately 12 business days of filing a company’s definitive proxy materials, ISS will notify the company by email that its data is available for verification.

Company Verification – Within just two business days, the company (and not its advisors) must verify the equity plan data and/or request modifications. ISS will make the data available for verification at 9:00 a.m. Eastern Time on day one of the verification window, and will close at 9:00 p.m. Eastern Time on the following business day.

ISS Response – Within approximately five business days, ISS will provide a response to any request for modification.

As part of its announcement of this portal, ISS included Frequently Asked Questions (FAQs) providing more detail on the equity plan data verification process and a list of 27 questions in Appendix A of the FAQs to summarize what aspects of equity compensation plans ISS is reviewing. The FAQs are available here.

Given the confusion and potentially adverse consequences that may result when a published voting recommendation with respect to an issuer’s equity plan proposal is based upon incomplete or inaccurate information, and the influence of proxy advisory firm recommendations generally, issuers should consider taking advantage of this portal. However, to take advantage of this portal, a US company will need to file its proxy statement at least 30 days in advance of its meeting date, be on alert for email notifications from ISS and be prepared to act—and act—promptly during the short window for modification requests. If a US company currently contemplates including an equity plan proposal on its agenda for its next shareholder meeting, it should consider registering with ISS now and reviewing the list of questions in Appendix A of the FAQs.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

"My best business intelligence, in one easy email…"

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Privacy Policy (Updated: October 8, 2015):

hide

JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources. Our policies with regard to data collection and use of personal information of users of the Service, regardless of the manner in which users access the Service, and visitors to the Website are set forth in this statement ("Policy"). By using the Service, you signify your acceptance of this Policy.

The information and data collected is used to authenticate users and to send notifications relating to the Service, including email alerts to which users have subscribed; to manage the Service and Website, to improve the Service and to customize the user's experience. This information is also provided to the authors of the content to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

JD Supra does not sell, rent or otherwise provide your details to third parties, other than to the authors of the content on JD Supra.

If you prefer not to enable cookies, you may change your browser settings to disable cookies; however, please note that rejecting cookies while visiting the Website may result in certain parts of the Website not operating correctly or as efficiently as if cookies were allowed.

Email Choice/Opt-out

Users who opt in to receive emails may choose to no longer receive e-mail updates and newsletters by selecting the "opt-out of future email" option in the email they receive from JD Supra or in their JD Supra account management screen.

Security

JD Supra takes reasonable precautions to insure that user information is kept private. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. However, please note that no method of transmitting or storing data is completely secure and we cannot guarantee the security of user information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time.

If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem by contacting us at info@jdsupra.com. In the unlikely event that we believe that the security of your user information in our possession or control may have been compromised, we may seek to notify you of that development and, if so, will endeavor to do so as promptly as practicable under the circumstances.

Sharing and Disclosure of Information JD Supra Collects

Except as otherwise described in this privacy statement, JD Supra will not disclose personal information to any third party unless we believe that disclosure is necessary to: (1) comply with applicable laws; (2) respond to governmental inquiries or requests; (3) comply with valid legal process; (4) protect the rights, privacy, safety or property of JD Supra, users of the Service, Website visitors or the public; (5) permit us to pursue available remedies or limit the damages that we may sustain; and (6) enforce our Terms & Conditions of Use.

In the event there is a change in the corporate structure of JD Supra such as, but not limited to, merger, consolidation, sale, liquidation or transfer of substantial assets, JD Supra may, in its sole discretion, transfer, sell or assign information collected on and through the Service to one or more affiliated or unaffiliated third parties.

Links to Other Websites

This Website and the Service may contain links to other websites. The operator of such other websites may collect information about you, including through cookies or other technologies. If you are using the Service through the Website and link to another site, you will leave the Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We shall have no responsibility or liability for your visitation to, and the data collection and use practices of, such other sites. This Policy applies solely to the information collected in connection with your use of this Website and does not apply to any practices conducted offline or in connection with any other websites.

Changes in Our Privacy Policy

We reserve the right to change this Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our privacy policy will become effective upon posting of the revised policy on the Website. By continuing to use the Service or Website following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Policy, as it may be amended from time to time, in whole or part, please do not continue using the Service or the Website.

Contacting JD Supra

If you have any questions about this privacy statement, the practices of this site, your dealings with this Web site, or if you would like to change any of the information you have provided to us, please contact us at: info@jdsupra.com.

- hide

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.